Sprint Nextel Corporation and Virgin Mobile USA, Inc. announced that they have completed their previously announced merger transaction. The acquisition of Virgin Mobile USA strengthens Sprint’s position in the growing prepaid segment by bringing together the iconic Virgin Mobile brand with Sprint’s successful Boost Mobile business.
Virgin Mobile USA stockholders approved the transaction with Sprint. With this approval, all closing conditions for the transaction were met.
“With continued growth in the U.S. prepaid segment, Sprint is further positioning itself as a leader,” said Dan Hesse, Sprint CEO. “With Boost’s continued success and the iconic Virgin Mobile brand under one umbrella, Sprint will offer customers value and flexibility with great devices running on a dependable network with great coverage.”
Virgin Mobile USA stockholders will receive shares of common stock of Sprint Nextel based on the exchange ratios described below, and cash in lieu of fractional shares.
Virgin Mobile USA Public Stockholders:
All stockholders of Virgin Mobile USA (excluding Sprint Nextel, the Virgin Group and SK Telecom) will receive 1.3668 shares of Sprint Nextel common stock for each share of Virgin Mobile USA Class A common stock.
The Virgin Group:
* The Virgin Group will receive 1.2724 shares of Sprint Nextel common stock for each share of Virgin Mobile USA common stock owned by the Virgin Group.
* The Virgin Group will receive 149.6941 shares of Sprint Nextel common stock for each share of Virgin Mobile USA preferred stock owned by the Virgin Group.
* SK Telecom will receive 1.2279 shares of Sprint Nextel common stock for each share of Virgin Mobile USA common stock owned by SK Telecom.
* SK Telecom will receive 144.4588 shares of Sprint Nextel common stock for each share of Virgin Mobile USA preferred stock owned by SK Telecom.
All of Virgin Mobile USA’s outstanding debt has been retired, including amounts due under its Senior Secured Credit Facility and its related party Subordinated Secured Revolving Credit Agreement.
Sprint Nextel elected to make each of the payments required pursuant to the Trademark License Agreement, the Tax Receivable Agreement and the Subordinated Secured Revolving Credit Agreement in cash.
Virgin Mobile USA’s Class A common stock will cease trading on the NYSE as of the closing of the market today and will be delisted.
Customers using Sprint’s Boost Mobile or Virgin Mobile USA’s products and services will continue to enjoy the benefits of their current phones, service plans and features and do not need to take any action.
An experienced management team will lead Sprint’s prepaid group. Dan Schulman, formerly the CEO of Virgin Mobile USA, is now the president and Matt Carter, former head of Boost, will lead the sales and marketing efforts for the combined prepaid group.